GODADDY INC. (NYSE:GDDY) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On August22, 2017, GoDaddy Inc. (the “Company”) announced the retirement of Blake J. Irving as the Company’s Chief Executive Officer, effective as of December31, 2017 (the “Resignation Date”). The Company’s board of directors (the “Board”) has accepted Mr.Irving’s resignation and has appointed Scott W. Wagner, the Company’s current President and Chief Operating Officer, to serve as Mr.Irving’s successor, effective as of January1, 2018 (the “Effective Date”). Mr.Irving will continue to serve on the Board through the date of the Company’s 2018 annual meeting of stockholders (the “2018 Annual Meeting”), with his resignation effective as of that date. Mr.Wagner will join the Company’s Board as of the Effective Date.

In connection with Mr.Irving’s resignation, on August21, 2017, the Company and certain of its affiliates entered into an amendment (the “Employment Agreement Amendment”) to Mr.Irving’s current employment agreement (the “Existing Irving Agreement”). The Employment Agreement Amendment provides that Mr.Irving will receive the same compensation and benefits as under the Existing Irving Agreement through the Resignation Date, other than as described herein. Following the Resignation Date through February28, 2018 (the “Transition Period”), the Employment Agreement Amendment provides Mr.Irving with a monthly base salary of $1,200 and continued eligibility for employee benefits and vesting in his Company’s equity awards. In accordance with the Employment Agreement Amendment, Mr.Irving will be eligible for payment under the Company’s 2017 cash bonus plan, with the individual performance goal component (20% weight) deemed met and the corporate performance goal component (80%)measured in accordance with the plan. As compensation for his service as a member of the Board, from the end of the Transition Period through the Annual Meeting, Mr.Irving will receive the pro-rated portion of the cash compensation payable to Outside Directors under the Company’s Outside Director Compensation Policy, a lump sum cash payment of $75,000 on the date of the 2018 Annual Meeting and continued health care benefits.

The Company and certain of its affiliates entered into an employment agreement with Mr.Wagner (the “New Employment Agreement”), dated August21, 2017 and effective as of January1, 2018, providing for his service as Chief Executive Officer and superseding Mr.Wagner’s existing employment agreement (the “Existing Wagner Agreement”). The New Employment Agreement provides for employment through December31, 2020, unless extended, and provides that Mr.Wagner will receive the same compensation and benefits as under the Existing Wagner Agreement, other than with respect to certain new equity grants and severance benefits, as described herein.

to the New Employment Agreement and subject to the terms and conditions of the Company’s 2015 Employee Incentive Plan and the forms and awards thereunder, on August21, 2017, the Board approved the grant to Mr.Wagner of the following equity awards, all with a grant date of January2, 2018 (the “Grant Date”): (i)time-based options with an equity value equal to $8.0 million, with a per share exercise price equal to the close price of a share of the Company’s ClassA common stock on the Grant Date, with vesting of 1/3 of the options on the anniversary of the Effective Date and 1/12 of the shares subject to the option every three months thereafter; (ii)time-based restricted stock units with a value equal to $8.0 million, with vesting of 1/3 of the units on the anniversary of the Effective Date and 1/12 of the units every three months thereafter; and (iii)performance-based restricted stock units with a value equal to $8.0 million with performance-based vesting in three annual tranches based on the Company’s achievement of performance goals for 2018, 2019 and 2020.

If Mr.Wagner’s employment is terminated without cause or he resigns for good reason during the period beginning three months prior to and ending 18 months following a change in control (the “Change in Control Period”), in addition to the severance benefits under the Existing Wagner Agreement, Mr.Wagner is entitled to payment equal to the cost of health insurance coverage for 18 months and acceleration of all of his time-based and performance-based equity awards (with performance measured at target unless otherwise determined in the applicable award agreement), as set forth in the New Employment Agreement. All severance payments are contingent on his signing and not revoking a release of claims and compliance with the terms of the New Employment Agreement.

If Mr.Wagner’s employment is terminated without cause or he resigns for good reason (both terms as defined in the New Employment Agreement) outside the Change in Control Period, in addition to the severance benefits under the Existing Wagner Agreement, Mr.Wagner is entitled to payment equal to the cost of health insurance coverage for 18 months, acceleration of his time-based equity awards that would have vested in the next 12 months, and acceleration of the prorated portion of his performance-based equity awards based on actual performance in the year of termination, as set forth in the New Employment Agreement.

On August21, 2017, the Board appointed Mr.Wagner to serve as a member of the Board, commencing on the Effective Date. Mr.Wagner will serve in the class of directors whose term expires at the annual meeting of stockholders to be held in 2019.

Mr.Wagner has served as our Chief Operating Officer since May 2013 and our President since July 2016, and previously as our Chief Financial Officer from May 2013 to August 2016 and our Interim Chief Executive Officer from July 2012 to January 2013. Prior to joining our company, he served in various roles, including most recently as a Member and North American Co-Head of KKR Capstone, which provides consulting services to KKR and the portfolio companies of KKR’s affiliated funds, from June 2000 to May 2013. Mr.Wagner holds a B.A. degree in Economics, magna cum laude, from Yale University and an M.B.A. degree from Harvard Business School.

The Board also accepted Mr.Wagner’s resignation as President and Chief Operating Officer, effective as of December31, 2017. There is no arrangement or understanding between Mr.Wagner and any other person to which Mr.Wagner was elected as a director of the Company. There are no family relationships between Mr.Wagner and any director or executive officer of the Company, and, other than as described above, no transactions involving Mr.Wagner that would require disclosure under Item404(a) of Regulation S-K.

Item 5.02 Regulation FD Disclosure

On August22, 2017, the Company issued a press released entitled “GoDaddy Announces Retirement of CEO Blake Irving; Scott Wagner to Succeed Irving”. A copy of this release is filed as Exhibit 99.1 hereto.

The information set forth under this Item 5.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 5.02 Financial Statements and Exhibits

(d) Exhibits.

GoDaddy Inc. Exhibit
EX-99.1 2 d438409dex991.htm EX-99.1 EX-99.1 Exhibit 99.1       GoDaddy Announces Retirement of CEO Blake Irving; Scott Wagner to Succeed Irving Transition Effective December 31,…
To view the full exhibit click here

About GODADDY INC. (NYSE:GDDY)

GoDaddy Inc. is a technology provider to small businesses, Web design professionals and individuals. The Company delivers cloud-based products and personalized customer care. The Company operates a domain marketplace, where its customers can find the digital real estate that matches their idea. It provides Website building, hosting and security tools to help customers construct and protect online presence. It provides applications that enable connecting to customers and managing businesses. The Company provides search, discovery and recommendation tools, as well as a selection of domain name for ventures. It provides productivity tools, such as domain-specific e-mail, online storage, invoicing, bookkeeping and payment solutions to run ventures, as well as marketing products. Its hosting products are shared Website hosting, Website hosting on virtual dedicated servers and dedicated servers, managed hosting, security and cloud services and cloud applications.